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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 9, 1998
TRIARC COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-2207 38-0471180
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
280 Park Avenue
New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 451-3000
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(Former Name or Former Address, if
Changed Since Last Report)
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The statements in this Current Report on Form 8-K that are not
historical facts, including, most importantly, those statements preceded by,
followed by, or that include the words "may," "believes," "expects,"
"anticipates," or the negation thereof, or similar expressions, constitute
"forward-looking statements" that involve risks, uncertainties and other factors
which may cause actual results, performance or achievements to be materially
different from any outcomes expressed or implied by such forward-looking
statements. For those statements, Triarc claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Art of 1995. Such factors include, but are not limited to, the
following: success of operating initiatives; development and operating costs;
advertising and promotional efforts; brand awareness; the existence or absence
of adverse publicity; market acceptance of new product offerings; changing
trends in consumer tastes; changes in business strategy or development plans;
quality of management; availability, terms and deployment of capital; business
abilities and judgment of personnel; availability of qualified personnel; labor
and employee benefit costs; availability and cost of raw materials and supplies;
changes in, or failure to comply with, government regulations; the costs and
other effects of legal and administrative proceedings; pricing pressures
resulting from competitive discounting; general economic, business and political
conditions in the countries and territories where Triarc operates; the impact of
such conditions on consumer spending; and other risks and uncertainties detailed
in Triarc's other current and periodic filings with the Securities and Exchange
Commission. Triarc will not undertake and specifically declines any obligation
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 9, 1998, Triarc completed the sale of $360 million principal
amount at maturity of its Zero Coupon Convertible Subordinated Debentures due
2018 in a private placement. In addition, Triarc announced that it had purchased
one million shares of its Class A Common Stock for an aggregate purchase price
of approximately $25.6 million.
A copy of the press release with respect to the closing of the
transactions is being filed herewith.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated February 9, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIARC COMPANIES, INC.
Date: February 9, 1998 By: BRIAN L. SCHORR
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Brian L. Schorr
Executive Vice President
and General Counsel
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EXHIBIT
Exhibit
No. Description Page No.
99.1 Press release dated February 9, 1998
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EXHIBIT 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: JOHN L. BARNES, JR.
212/451-3060
BRIAN L. SCHORR
212/451-3045
TRIARC COMPANIES, INC.
TRIARC COMPLETES SALE OF ZERO COUPON
CONVERTIBLE SUBORDINATED DEBENTURES AND REPURCHASE OF
ONE MILLION SHARES OF COMMON STOCK
NEW YORK, New York -- February 9, 1998 -- Triarc Companies, Inc. (NYSE: TRY)
announced today that it has completed the sale of $360 million principal amount
at maturity of its Zero Coupon Convertible Subordinated Debentures due 2018 in a
private placement with Morgan Stanley & Co. Incorporated. Such amount included
the exercise in full by Morgan Stanley of its option to purchase an additional
$90 million principal amount at maturity of Debentures. The Debentures were
issued at a discount of 72.177% from the principal amount thereof payable at
maturity and generated net proceeds to Triarc of approximately $97 million. The
issue price represents a yield to maturity of 6.5% per annum (computed on a
semi-annual bond equivalent basis). The Debentures are convertible into Triarc
Class A Common Stock at a conversion rate of 9.465 shares per $1,000 principal
amount at maturity, which represents an initial conversion price of
approximately $29.40 per share of Common Stock. The conversion price will
increase over the life of the Debentures at 6.5% per annum computed on a
semi-annual bond equivalent basis. The conversion of all of the
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Debentures into Common Stock would result in the issuance of approximately 2.55
million shares of Common Stock. The Debentures are not redeemable by Triarc
prior to February 9, 2003.
In connection with the consummation of the sale of the Debentures, Triarc
purchased from Morgan Stanley one million shares of Triarc Class A Common Stock
for an aggregate price of approximately $25.6 million. The balance of the net
proceeds from the sale of Debentures will be used by Triarc for general
corporate purposes, which may include working capital, repayment or refinancing
of indebtedness and acquisitions and investments.
Neither the Debentures, nor the Common Stock issuable upon conversion, were
registered initially under the Securities Act of 1933, as amended, and may not
be offered or sold within the United States unless so registered or in a
transaction not subject to the registration requirements of the Securities Act.
This press release shall not constitute an offer to sell or a solicitation of an
offer to buy the Debentures or the Common Stock.
Triarc Companies, Inc. is a consumer products company with annualized sales of
approximately $1 billion in beverages (Snapple, Mistic, Royal Crown and
Stewart's) and restaurants (Arby's). In addition, Triarc has an equity interest
in liquefied petroleum gas (National Propane).
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Note to follow
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NOTE TO PRESS RELEASE
The statements in this press release that are not historical facts constitute
"forward-looking statements" that involve risks, uncertainties and other factors
which may cause actual results to be materially different from those set forth
in the forward-looking statements. Such factors include, but are not limited to,
the following: general economic and business conditions; competition; success of
operating initiatives; development and operating costs; advertising and
promotional efforts; brand awareness; the existence or absence of adverse
publicity; acceptance of new product offerings; changing trends in consumer
tastes; the success of multi-branding; availability, locations and terms of
sites of restaurant development; changes in business strategy or development
plans; quality of management; availability, terms and deployment of capital;
business abilities and judgment of personnel; availability of qualified
personnel; labor and employee benefit costs; availability and cost of raw
materials and supplies; changing, or failure to comply with, government
regulations; regional weather conditions; changes in wholesale propane prices;
the costs and other effects of legal and administrative proceedings and other
risks and uncertainties detailed in Triarc's Securities and Exchange Commission
filings.
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